UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): ~~August~~September 1812, 2023

Sunlight Financial Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39739

85-2599566

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

101 North Tryon Street, Suite 1000, Charlotte, NC 28246

(Address of principal executive offices, including zip code)

(888) 315-0822

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Class A Common Stock, par value $0.0001 per share

SUNL

New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $230.00 per share

SUNL.WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 31.~~03.~~01 ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

ToOn September 12, 2023 (the ~~extent~~“Effective ~~required~~Date”), bySunlight ~~Item~~Financial 3LLC (“Sunlight”) and SL Financial Holdings Inc.03 (“SL Financial”), each a subsidiary of ~~Form~~Sunlight ~~8-K~~Financial Holdings Inc. (the “Company”), and Cross River Bank (“CRB”), entered into an Omnibus Waiver and Amendment to the ~~information~~Loan ~~contained~~and inSecurity ~~Item~~Agreement ~~5.03~~and ofLoan ~~this~~Program ~~report~~Agreements is(the ~~incorporated~~“Waiver ~~herein~~and byAmendment”), ~~reference.~~which waives and amends certain provisions under:

~~Item~~•the ~~5.03. Amendments~~Loan toand ~~Articles~~Security Agreement, dated as of ~~Incorporation~~April or25, ~~Bylaws;~~2023, ~~Changes~~by inand ~~Fiscal~~between ~~Year.~~CRB, Sunlight and SL Financial (the “Loan Agreement”);

~~As previously disclosed, on August 11, 2023 at~~ •the ~~Annual~~Second ~~Meeting~~Amended ofand ~~Stockholders~~Restated ofLoan ~~Sunlight~~Program ~~Financial Holdings Inc. (the “Company”)~~Agreement, ~~the~~dated ~~stockholders~~as ~~approved a proposal to amend the Company’s Certificate~~ of ~~Incorporation~~April ~~to effect a reverse stock split of the Company’s outstanding Class A and Class C common stock at an exchange ratio of between 1-for-10 and 1-for-~~25, ~~such~~2023, ~~ratio to be determined~~ by ~~the~~and ~~Company’s~~between ~~board of directors~~CRB, atSunlight ~~any time prior to December 31, 2023, the implementation~~ and ~~timing~~SL ofFinancial ~~which shall be subject to~~ (the ~~discretion~~“Solar ofProgram ~~the~~Agreement”); ~~Company’s board of directors.~~ and

~~On August 22, 2023,~~ •the ~~Company~~Amended ~~filed~~and ~~with~~Restated ~~the~~Home ~~Secretary~~Improvement ofLoan ~~State~~Program ofAgreement, ~~the~~dated ~~State~~as of ~~Delaware~~April a25, ~~Certificate~~2023, ofby ~~Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect a 1-for-20 reverse stock split of each of the Company’s issued~~ and ~~outstanding~~between ~~shares~~CRB, ofSunlight ~~Class A common stock~~ and ~~Class~~SL CFinancial ~~common stock~~ (the “~~Reverse~~HI ~~Stock~~Program ~~Split~~Agreement”~~). The Reverse Stock Split became effective as of 11:59 p.m. Eastern Time on August 22~~, ~~2023,~~ and ~~the~~together ~~Company’s~~with ~~Class~~the ASolar ~~common~~Program ~~stock~~Agreement, ~~is expected to begin trading on a split-adjusted basis when~~ the ~~New York Stock Exchange (~~“~~NYSE~~Program Agreements”) ~~opens on August 23, 2023~~.

AsThe aWaiver ~~result of the Reverse Stock Split, every 20 shares of the Company’s issued~~ and ~~outstanding~~Amendment ~~Class A common stock will be combined~~provides, ~~automatically~~among and without any action on the part of stockholders, into one share of the Company’s Class A common stock, without any change in the number of authorized shares or the par value per share. All outstanding NYSE-listed warrants to purchase the Company’s Class A Common Stock will be proportionately adjusted as a result of the Reverse Stock Split in accordance with the terms of the warrants, such that warrants representing the right to purchase 20 shares of the Company’s Class A common stock immediately prior to the Reverse Stock Split will represent the right to purchase one share of the Company’s Class A Common Stock immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of the Company’s Class A common stock under such warrants has been proportionately increased to $230.00, which is equal to the product of 20 multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split. A proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and any other warrants to purchase shares of Class A common stock. Additionally, at the effective time, every 20 issued and outstanding shares of the Company’s Class C common stock, which is not listed on the NYSE, will be combined, automatically and without any action on the part of stockholders, into one share of the Company’s Class C common stock. No fractional shares will be issued in connection with the Reverse Stock Split and stockholders who would otherwise be entitled to a fractional share will receive an additional share of common stock. No stockholders will receive cash in lieu of fractional shares. things:

~~The~~•a ~~trading~~waiver ~~symbol~~by ~~for~~CRB under the ~~Company’s~~Program ~~Class~~Agreements Aof ~~common~~the ~~stock~~cash onpayment of certain fees that are due and payable by Sunlight as of the ~~NYSE~~Effective ~~will~~Date ~~remain~~through the earlier of October 31, 2023, or the occurrence of certain other events as defined in the Waiver and Amendment (the “~~SUNL~~Waiver Expiration Date”) and a conversion of such fees into additional principal amounts of Tranche 1 Loans under the ~~new~~Loan ~~CUSIP~~Agreement ~~number~~(without ~~for~~impacting the ~~Company’s~~utilization ~~Class~~of Athe ~~common~~Tranche ~~stock~~1 ~~following~~Commitments (as defined in the ~~Reverse~~Loan ~~Stock~~Agreement) ~~Split~~and, ~~will~~except as contemplated under the Waiver and Amendment, no other advances or borrowings of Tranche 1 Term Loans shall be ~~86738J~~permitted ~~304.~~or made following the Effective Date;

~~For~~•the ~~more~~conversion ~~information~~of ~~about~~certain ~~the~~repurchase ~~Reverse~~obligations ~~Stock~~under ~~Split, see~~ the ~~Company’s~~Program ~~Definitive~~Agreements ~~Proxy~~into ~~Statement~~additional onprincipal ~~Schedule~~amounts ~~14A,~~of ~~which~~Tranche ~~was~~2 ~~filed~~Loans ~~with~~under the ~~U.S.~~Loan ~~Securities~~Agreement ~~and~~(without ~~Exchange~~impacting ~~Commission~~the ~~and~~utilization ~~mailed~~of to the ~~Company’s~~Tranche ~~stockholders~~2 onCommitments or(as ~~about~~defined ~~July~~in ~~7, 2023 and supplemented on August 7, 2023 (together,~~ the ~~“Proxy~~Loan ~~Statement”~~Agreement) and, ~~the~~except ~~relevant~~as ~~portions~~contemplated ofunder ~~which are incorporated herein by reference. The foregoing description of~~ the ~~Certificate~~Waiver ofand Amendment, ~~and~~no ~~the~~other ~~Reverse~~advances ~~Stock~~or ~~Split~~borrowings ~~set~~of ~~forth~~Tranche ~~above~~2 ~~does~~Term ~~not~~Loans ~~purport~~shall to be ~~complete~~permitted ~~and~~or ismade ~~qualified~~following ~~in its entirety by reference to~~ the ~~Proxy~~Effective ~~Statement. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.~~Date;

~~Item~~•a 8waiver by CRB through the Waiver Expiration Date of certain repurchase obligations under Section 5.~~01. Other~~6(c)(B) ~~Events~~of the Solar Program Agreement and Section 5.6(d)(B) of the HI Program Agreement;

On•a ~~August~~waiver ~~18,~~by ~~2023,~~CRB through the ~~Company~~Waiver ~~issued~~Expiration aDate ~~press~~of ~~release~~consequences ~~announcing~~arising ~~that~~under ~~the~~certain ~~Board~~provisions ~~has~~of ~~approved~~ the ~~Reverse~~Solar ~~Stock~~Program ~~Split.~~Agreement Aas ~~copy~~a result of ~~the~~a ~~press~~breach ~~release~~or isdefault ~~attached~~by ~~hereto~~Sunlight asof ~~Exhibit~~Sections 995.14(e), 5.6(c)(A), and ~~is incorporated herein by reference~~5.6(c)(B);

•a waiver by CRB through the Waiver Expiration Date of consequences arising under certain provisions of the HI Program Agreement as a result of a breach or default by Sunlight of Sections 5.5(d), 5.6(d)(A), and 5.6(d)(B);

•a consent right to CRB with respect to certain loan sales, provided that, if such consent for these sales is withheld, such loan will no longer accrue fees under the Program Agreements and will become Retained Loans and shall not be considered Total Loans (each as defined in the Program Agreements), provided further that any such loans that become Retained Loans pursuant to the Waiver and Amendment shall be excluded from calculations under Section 2.5(c) of the Solar Program Agreement and Section 2.5(c) of the HI Program Agreement;

•a removal of Section 1.6(b)(iii) of the Loan Agreement and a revision to Section 2.2(i) to allow for the aggregate outstanding principal amount of Tranche 1 Term Loans and Tranche 2 Term Loans and fees to exceed $100,000,000.00 or such greater amount in CRB’s discretion;

•revisions to the Loan Agreement to add covenants with respect to cash management, strategic alternative updates, and budget reporting; and

•a revision to Section 5.8(a) of the Loan Agreement to require Sunlight to maintain certain levels of cash balances in Sunlight’s and its subsidiaries operating accounts, depository accounts and excess cash with CRB or its affiliates.

The foregoing summary of the Waiver and Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Waiver Amendment, a copy of which is attached hereto as Exhibit 10.1, and the Loan Agreement and the Program Agreements, as attached as Exhibits 10.1, 10.3 and 10.5 on the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on May 1, 2023, each of which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
3.1						Certificate of Amendment to Certificate of Incorporation of Sunlight Financial Holdings Inc.
10.1						Omnibus Waiver and Amendment to Loan and Security Agreement and Loan Program Agreements, dated as of September 12, 2023, by and between Cross River Bank, Sunlight Financial LLC and SL Financial Holdings, Inc.
99.1						Press Release issued by Sunlight Financial Holdings Inc. dated August 18, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUNLIGHT FINANCIAL HOLDINGS INC. By: /s/ Matthew Potere Matthew Potere Chief Executive Officer ~~(Principal Executive Officer)~~

Date: ~~August~~September 2312, 2023

Filing Compare · Sunlight Financial Holdings Inc.